SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under The Securities Act of 1933
DUKE REALTY INVESTMENTS, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1740409
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
8888 Keystone Crossing, Suite 1200
Indianapolis, Indiana 46240
(317) 808-6000
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
Dennis D. Oklak
8888 Keystone Crossing, Suite 1200
Indianapolis, Indiana 46240
(317) 808-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
Alan W. Becker, Esq.
Bose McKinney & Evans
135 North Pennsylvania Street, Suite 2700
Indianapolis, Indiana 46204
(317) 684-5000
Approximate date of commencement of proposed sale to public:
From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. / /
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. / X /
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Each Amount Maximum Maximum Amount of
Class of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share (1) Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 2,000,430 $23.53125 $47,072,618.44 $13,086.19
par value
Total 2,000,430 $47,072,618.44 $13,086.19
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(1) Estimated using November 2, 1998 data solely for the purpose of
calculating the registration fee pursuant to Rule 457(c).
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Securities and
Exchange Commission, acting pursuant to said Section 8(a), may
determine.
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PROSPECTUS
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(LOGO)
2,000,430 Shares
DUKE REALTY INVESTMENTS, INC.
Common Stock
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We are a self-administered and self-managed real estate
investment trust. This prospectus relates to the offer and sale
from time to time of shares of our common stock by persons
("Selling Shareholders") who will receive shares in exchange for
units of limited partnership interest in Duke Realty Limited
Partnership. We are the sole general partner of Duke Realty
Limited Partnership. The units were issued in connection with a
contribution of real estate to the Duke Realty Limited
Partnership. The registration of these shares of our common stock
does not necessarily mean that any of these shares will be sold
by any Selling Shareholders. We will not receive any cash
proceeds from the exchange of units for our common stock or from
any sale of our common stock by the Selling Shareholders.
Our common stock is listed on the New York Stock Exchange under
the symbol DRE. In order to maintain our qualification as a real
estate investment trust for federal income tax purposes, our
Amended and Restated Articles of Incorporation limit the number
of shares of capital stock that may be owned by any single person
or affiliated group. See "Restrictions on Ownership of Shares."
From time to time the Selling Shareholders may offer and sell
their shares of common stock directly or through agents or broker-
dealers. The terms of these sales will be determined at the time
of sale. See "Plan of Distribution." Each of the Selling
Shareholders reserves the right to accept or reject, in whole or
in part, any proposed purchase of shares of common stock.
The Selling Shareholders and any agents or broker-dealers that
participate with the Selling Shareholders in the distribution of
our common stock may be "underwriters" under the Securities Act
of 1933, and any commissions they receive and any profit on the
resale of the common stock may be underwriting commissions or
discounts under that act.
------------------------
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
------------------------
The date of this prospectus is __________, 1998.
<PAGE>
If it is against the law in any state or other jurisdiction to
make an offer to sell our common stock (or to solicit an offer
from someone to buy our common stock), then this prospectus does
not apply to any person in that state, and this prospectus makes
no offer or solicitation to any such person.
You should rely only on the information incorporated by
reference or provided in this prospectus or any supplement.
Neither we nor any of the Selling Shareholders have authorized
anyone to provide you with different information. You should not
assume that the information in this prospectus or any supplement
is accurate as of any date other than the date on the front of
these documents.
-----------------------
TABLE OF CONTENTS
PAGE
Additional Information Available 3
The Company 4
Use of Proceeds 4
Restrictions on Ownership of Shares 4
Federal Income Tax Considerations 4
Selling Shareholders 12
Plan of Distribution 13
Legal Opinions 14
Experts 14
FORWARD-LOOKING STATEMENTS
This prospectus and any prospectus supplement includes and
incorporates by reference forward-looking statements. We have
based these forward-looking statements on our current
expectations and projections about future events. These forward-
looking statements are subject to risks, uncertainties and
assumptions about us, including, among other things:
- Our anticipated future acquisition and development strategies;
- Tax risks, including our continued qualification as a real
estate investment trust;
- The limited geographic diversification of our real estate
portfolio; and
- General real estate investment risks, including local
market conditions and rental rates, competition for tenants,
tenant defaults, possible environmental liabilities and
financing risks.
We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new
information, future events or otherwise. In light of these risks,
uncertainties and assumptions, the forward-looking events
discussed in this prospectus supplement and discussed in or
incorporated by reference in the accompanying prospectus may not
occur.
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ADDITIONAL INFORMATION AVAILABLE
We file annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read and copy any
document we file at the following SEC public reference rooms:
450 Fifth Street, N.W. 7 World Trade Center 500 West Madison Street
Room 1024 Suite 1300 Suite 1400
Washington, D.C. 20549 New York, New York 10048 Chicago, Illinois 60661
Our SEC filings can also be read at the following address:
New York Stock Exchange
20 Broad Street
New York, New York 10005
Our SEC filings are also available to the public from the SEC's
Web Site at http://www.sec.gov.
This prospectus is part of a registration statement we filed
with the SEC. The SEC allows us to "incorporate by reference" the
information we file with them, which means that we can disclose
important information to you by referring you to those documents.
The information incorporated by reference is considered to be
part of this prospectus, and later information that we file with
the SEC will automatically update and supersede this information.
We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 until all the
Selling Shareholders sell all of the shares of common stock to
which this prospectus relates or the offering is otherwise
terminated.
1. Our Annual Report on Form 10-K (file no. 1-9044) for
the year ended December 31, 1997.
2. Our Quarterly Reports on Form 10-Q (file no. 1-9044)
for the quarters ended March 31, 1998 and June 30, 1998.
3. Our Current Reports on Form 8-K (file no. 1-9044) filed
February 26, 1998, March 27, 1998, April 24, 1998, April 27,
1998, July 31, 1998 and October 21, 1998.
4. The description of our common stock contained in our
registration statement on Form 10 (file no. 1-9044) as
amended.
You may request a copy of these filings, at no cost, by writing
or telephoning us at the following address:
Investor Relations
Duke Realty Investments, Inc.
8888 Keystone Crossing, Suite 1200
Indianapolis, Indiana 46240
Telephone: (317) 808-6000
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THE FOLLOWING INFORMATION MAY NOT CONTAIN ALL THE INFORMATION
THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE
PROSPECTUS AND ANY ACCOMPANYING SUPPLEMENT, AS WELL AS THE
DOCUMENTS INCORPORATED BY REFERENCE IN THIS PROSPECTUS BEFORE
MAKING AN INVESTMENT DECISION. UNLESS INDICATED OTHERWISE, THE
INFORMATION CONTAINED IN THIS PROSPECTUS IS PRESENTED AS OF JUNE
30, 1998. ALL REFERENCES TO "WE" OR THE "COMPANY" IN THIS
PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT MEAN DUKE
REALTY INVESTMENTS, INC. AND ALL ENTITIES OWNED OR CONTROLLED BY
DUKE REALTY INVESTMENTS, INC., EXCEPT WHERE IT IS MADE CLEAR THAT
THE TERM MEANS ONLY THE PARENT COMPANY.
THE COMPANY
We are a self-administered and self-managed real estate
investment trust (a "REIT") that began operations through a
related entity in 1972. At June 30, 1998, we owned a diversified
portfolio of:
- 419 in-service industrial, office and retail properties
(the "Properties"), encompassing approximately 48.2 million
square feet located in eight states;
- 27 buildings and four building expansions encompassing
approximately 4.1 million square feet under development; and
- Approximately 1,800 acres of unencumbered land (the
"Land") for future development, of which approximately 70%
is zoned for industrial use and which is typically located
adjacent to the Properties.
We provide the following services for the Properties and for
certain properties owned by third parties:
- leasing
- management
- construction
- development
- other tenant-related services
We directly or indirectly hold all of our interests in the
Properties and Land and we conduct all of our operations through
Duke Realty Limited Partnership (the "Operating Partnership").
Holders of units in the Operating Partnership (other than us) may
exchange them for our common stock on a one for one basis. When
units are exchanged for common stock, our percentage interest in
the Operating Partnership increases. We control the Operating
Partnership as its sole general partner and own, as of
September 30, 1998, approximately 88% of the Operating
Partnership's units. In addition, as of September 30, 1998, our
senior management team owned approximately 14% of the Company
through ownership of common stock and units in the Operating
Partnership.
We are an Indiana corporation that was originally incorporated
in the State of Delaware in 1985, and reincorporated in the State
of Indiana in 1992. Our executive offices are located at 8888
Keystone Crossing, Suite 1200, Indianapolis, Indiana 46240, and
our telephone number is (317) 808-6000.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common
stock offered by the Selling Shareholders.
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<PAGE>
RESTRICTIONS ON OWNERSHIP OF SHARES
For us to qualify as a REIT for federal income tax purposes, no
more than 50% in value of our outstanding capital shares may be
owned, directly or indirectly, by five or fewer individuals (as
defined in the law to include certain entities) during the last
half of a taxable year or during a proportionate part of a
shorter taxable year. In addition, our common stock must also be
beneficially owned by 100 or more persons during at least 335
days of a taxable year or during a proportionate part of a
shorter taxable year. Because we expect to continue to qualify as
a REIT, our Amended and Restated Articles of Incorporation
contain a restriction intended to ensure compliance with these
requirements which:
- authorizes, but does not require, our board of directors
to refuse to give effect to a transfer of common stock
which, in its opinion, might jeopardize our status as a
REIT;
- voids any acquisition of shares which would result in our
disqualification as a REIT;
- gives our board of directors the authority to take any
actions it thinks are advisable to enforce the provision,
which might include, but are not limited to, refusing to
give effect to, or seeking to enjoin, a transfer which might
jeopardize our status as a REIT; and
- requires any shareholder to provide us with any
information regarding his or her direct and indirect
ownership of common stock that we reasonably require.
FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of material federal income tax
considerations relevant to us and to an investor in shares of our
common stock. You should be aware of the following about this
summary:
- It is based upon current law.
- It does not cover all possible tax considerations.
- It does not include a detailed description of any state,
local, or foreign tax considerations.
- It does not describe all of the aspects of Federal income
taxation that may be relevant to you in light of your
particular circumstances.
- It does not describe all of the aspects of Federal income
taxation that may be relevant to certain types of
shareholders (including insurance companies, tax exempt
entities, financial institutions or broker dealers, foreign
corporations and persons who are not citizens or residents
of the United States) subject to special treatment under the
federal income tax laws.
Holders of units intending to exchange their units for shares of
common stock should consult with their own tax advisors with
respect to Federal, state, local and other tax laws applicable to
their specific situations. As used in this section, the terms
"we" and "Company" refer solely to Duke Realty Investments, Inc.
YOU SHOULD CONSULT WITH YOUR OWN TAX ADVISOR REGARDING THE
SPECIFIC FEDERAL, STATE AND LOCAL TAX CONSEQUENCES TO YOU OF THE
ACQUISITION, OWNERSHIP AND SALE OF COMMON STOCK IN THE COMPANY
AND OUR ELECTION TO BE TAXED AS A REIT, INCLUDING POTENTIAL
CHANGES IN APPLICABLE TAX LAWS.
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TAXATION OF THE COMPANY
GENERAL. We expect to continue to be taxed as a REIT for
federal income tax purposes. Our management believes that we were
organized and have operated in a manner that meets the
requirements for qualification and taxation as a REIT under the
Internal Revenue Code of 1986, as amended (the "Code"), and that
we intend to continue to operate in such a manner. We cannot
assure you, however, that we will continue to operate in a manner
that will allow us to remain qualified as a REIT.
In the opinion of Bose McKinney & Evans, which has acted as our
counsel, assuming we were organized in conformity with and have
satisfied the requirements for qualification and taxation as a
REIT under the Code for each of our taxable years from and
including the first year for which we made the election to be
taxed as a REIT, and the assumptions and representations referred
to below are true, our proposed methods of operation and the
proposed methods of operation of the Operating Partnership and
Duke Realty Services Limited Partnership (the "Services
Partnership") will permit us to continue to qualify to be taxed
as a REIT for our current and subsequent taxable years. This
opinion is:
- based upon certain assumptions relating to the
organization and operation of Duke Services, Inc. ("DSI"),
the Operating Partnership and the Services Partnership;
- conditioned upon certain representations made by our
personnel and affiliates as to certain factual matters
relating to our past operations and our intended manner of
future operation and the intended manner of future operation
of the Operating Partnership and the Services Partnership;
and
- based upon our receipt of a letter ruling from the IRS
dated September 30, 1994, which concluded that the Company's
and the Operating Partnership's distributive shares of the
gross income of the Services Partnership will be in
proportion to their respective percentage shares of the
capital interests of the partners of the Services
Partnership.
Bose McKinney & Evans is not aware of any facts or circumstances
which are inconsistent with these assumptions and
representations. Unlike a tax ruling, an opinion of counsel is
not binding upon the IRS, and we cannot be sure that the IRS will
not challenge our status as a REIT for Federal income tax
purposes. Our qualification and taxation as a REIT has depended
and will depend upon, among other things, our ability to meet on
a continuing basis, through ownership of assets, actual annual
operating results, receipt of qualifying real estate income,
distribution levels and diversity of stock ownership, the various
qualification tests imposed under the Code discussed below. Bose
McKinney & Evans will not review compliance with these tests on
a periodic or continuing basis. Accordingly, neither Bose
McKinney & Evans nor we can assure you that we will continue to
satisfy these tests. See "Taxation of the Company - Failure to
Qualify."
The following is a general summary of the Code sections which
govern the Federal income tax treatment of a REIT and its
shareholders. These sections of the Code are highly technical and
complex. This summary is qualified in its entirety by the
applicable Code provisions, Treasury Regulations, and
administrative and judicial interpretations as currently in
effect.
So long as we qualify for taxation as a REIT and distributes at
least 95% of our REIT taxable income (computed without regard to
net capital gains or the dividends paid deduction) for our
taxable year to our shareholders, we will generally not be
subject to federal income tax with respect to income which we
distribute to our shareholders. However, we may be subject to
federal income tax under certain circumstances, including taxes
at regular corporate rates on any undistributed REIT taxable
income, the "alternative minimum tax" on our items of tax
preference, and taxes imposed on income and gain generated by
certain extraordinary transactions.
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<PAGE>
REQUIREMENTS FOR QUALIFICATION. The Code defines a REIT as a
corporation, trust or association:
(1) which is managed by one or more trustees or directors;
(2) the beneficial ownership of which is evidenced by
transferable shares or by transferable certificates of
beneficial interest;
(3) which would be taxable as a domestic corporation but
for Sections 856 through 859 of the Code;
(4) which is neither a financial institution nor an
insurance company subject to certain provisions of the Code;
(5) which has the calendar year as its taxable year;
(6) the beneficial ownership of which is held by 100 or
more persons;
(7) during the last half of each taxable year not more than
50% in value of the outstanding stock of which is owned,
directly or indirectly, by five or fewer individuals (as
defined in the Code to include certain entities); and
(8) which meets certain income and assets tests, described
below.
We believe we currently satisfy all requirements.
INCOME TESTS. In order to qualify as a REIT, there are two
gross income tests that must be satisfied annually. For purposes
of these tests, we are deemed to be entitled to a share of the
gross income attributable to our proportionate interest in any
partnerships in which we hold an interest. The tests are:
- First, at least 75% of our gross income (excluding gross
income from prohibited transactions) for each taxable year
must be derived directly or indirectly from investments
relating to real property (including "rents from real
property," gain from the sale of real property and, in
certain circumstances, interest) or from qualified types of
temporary investments.
- Second, at least 95% of our gross income (excluding gross
income from prohibited transactions) for each taxable year
must be derived from the same items which qualify under the
75% income test or from dividends, interest and gain from
the sale or disposition of stock or securities, or from any
combination of the foregoing.
Rents we receive will qualify as "rents from real property" in
satisfying the gross income tests for a REIT described above only
if several conditions (related to the relationship of the tenant
to us, the method of determining the rent payable and nature of
the property leased) are met. We do not anticipate receiving
rents in excess of a de minimis amount that fail to meet these
conditions. Finally, for rents received to qualify as "rents from
real property," we generally must not operate or manage the
property or furnish or render services to tenants, other than
through an "independent contractor" that is adequately
compensated and from whom we derive no income. However, we may
perform services "usually or customarily rendered" in connection
with the rental of space for occupancy only and not otherwise
considered "rendered to the occupant" ("Permissible Services").
We provide certain management, development, construction and
other tenant related services (collectively, "Real Estate
Services") with respect to the Properties through the Operating
Partnership, which is not an independent contractor. Our
management believes that the material services provided to
tenants by the Operating Partnership are Permissible Services. To
the extent services to tenants do not constitute Permissible
Services, such services are performed by independent contractors.
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Under the Taxpayer Relief Act of 1997 (the "1997 Act"), in
determining whether a REIT satisfies the income tests, a REIT's
rental income from a property will not cease to qualify as "rents
from real property" merely because the REIT performs services for
a tenant other than permitted customary services if the amount
that the REIT is deemed to have received as a result of
performing impermissible services does not exceed one percent of
all amounts received directly or indirectly by the REIT with
respect to such property. The amount that a REIT will be deemed to
have received for performing impermissible services is at least 150%
of the direct cost to the REIT of providing those services.
We derive a portion of our income from the Operating
Partnership's interest as a limited partner in the Services
Partnership and our ownership of DSI which is a general partner
of the Services Partnership. The Services Partnership receives
fees for Real Estate Services with respect to properties that are
not owned directly by the Operating Partnership and fees in
consideration for the performance of management and
administrative services with respect to Properties that are not
entirely owned by the Operating Partnership. All or a portion of
such fees will not qualify as "rents from real property" for
purposes of the 75% or 95% gross income tests. Pursuant to
Treasury Regulations, a partner's capital interest in a
partnership determines its proportionate interest in the
partnership's gross income from partnership assets for purposes
of the 75% and 95% gross income tests. For this purpose, the
capital interest of a partner is determined by dividing its
capital account by the sum of all partners' capital accounts.
The partnership agreement of the Services Partnership provides,
however, for varying allocations of income which differ from
capital interests, subject to certain limitations on the
aggregate amount of gross income which may be allocated to the
Operating Partnership and DSI. We have obtained a letter ruling
from the IRS that allocations according to capital interests are
proper for applying the 75% and 95% gross income tests. Thus, for
purposes of these gross income tests, the Services Partnership
allocates its gross income to the Operating Partnership and DSI
based on their capital interests in the Services Partnership.
Although certain of the fees allocated from the Services
Partnership do not qualify under the 75% or 95% gross income
tests as "rents from real property," we believe that the
aggregate amount of such fees (and any other non-qualifying
income) allocated to us in any taxable year has not and will not
cause us to exceed the limits on non-qualifying income under the
75% or 95% gross income tests described above.
If we fail to satisfy one or both of the 75% or 95% gross
income tests for any taxable year, we may nevertheless qualify as
a REIT for such year if we are entitled to relief under certain
provisions of the Code. It is not possible, however, to state
whether in all circumstances we would be entitled to the benefit
of these relief provisions. Even if these relief provisions
apply, a tax would be imposed on certain excess net income.
ASSET TESTS. In order for us to maintain our qualification as
a REIT, at the close of each quarter of our taxable year, we must
also satisfy three tests relating to the nature of our assets.
These tests are:
- First, at least 75% of the value of our total assets must
be represented by "real estate assets," cash, cash items,
and government securities.
- Second, not more than 25% of our total assets may be
represented by securities other than those in the 75% assets
class.
- Third, of the assets held in securities other than those
in the 75% assets class, the value of any one issuer's
securities owned by us may not exceed 5% of the value of our
total assets, and we may not own more than 10% of any one
issuer's outstanding voting securities (excluding securities
of a qualified REIT subsidiary as defined in the Code or
another REIT).
We are deemed to directly hold our proportionate share of all
real estate and other assets of the Operating Partnership as well
as our proportionate share of all assets deemed owned by the
Operating Partnership and DSI through their ownership of
partnership interests in the Services Partnership and other
partnerships. As a result, our
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<PAGE>
management believes that more than 75% of our assets are real estate assets.
In addition, our management does not expect us to hold:
- any securities representing more than 10% of any one
issuer's voting securities other than DSI, which is a
qualified REIT subsidiary; nor
- securities of any one issuer exceeding 5% of the value of
our gross assets (determined in accordance with generally
accepted accounting principles).
ANNUAL DISTRIBUTION REQUIREMENTS. In order to qualify as a
REIT, we generally must distribute dividends (other than capital
gain dividends) to our shareholders in an amount at least equal
to:
- the sum of:
- 95% of our "REIT taxable income" (computed without
regard to the dividends paid deduction and our net
capital gain); and
- 95% of the net income (after tax), if any, from
foreclosure property;
- minus the sum of certain items of non-cash income.
To the extent that we do not distribute all of our net capital
gain or distribute at least 95%, but less than 100%, of our "REIT
taxable income," as adjusted, we will be subject to tax on the
undistributed amount at regular capital gains and ordinary
corporate tax rates. Furthermore, we will be subject to regular
capital gains and ordinary corporate tax rates on undistributed
income and also may be subject to a 4% excise tax on
undistributed income in certain events if we should fail to
distribute during each calendar year at least the sum of:
- 85% of our REIT ordinary income for such year;
- 95% of our REIT net capital gain income for such year; and
- any undistributed taxable income from prior periods.
Under the 1997 Act, certain non-cash income, including income
from cancellation of indebtedness and original issue discount,
will be excluded from income in determining the amount of
dividends that a REIT is required to distribute. In addition, a
REIT may elect to retain and pay income tax on any net long-term
capital gains and require its shareholders to include such
undistributed net capital gains in their income. If a REIT made
such an election, the REIT's shareholders would receive a tax
credit attributable to their share of capital gains tax paid by
the REIT on the undistributed net capital gain that was included
in the shareholders' income, and such shareholders would receive
an increase in the basis of their shares in the amount of
undistributed net capital gain included in their income reduced
by the amount of the credit.
We believe that we have made and intend to continue to make
timely distributions sufficient to satisfy the annual
distribution requirements. In this regard, the partnership
agreement of the Operating Partnership authorizes us, as general
partner, to take such steps as may be necessary to cause the
Operating Partnership to distribute to its partners an amount
sufficient to permit us to meet these distribution requirements.
It is possible, however, that from time to time we may not have
sufficient cash or other liquid assets to meet the 95%
distribution requirement due primarily to the expenditure of cash
for nondeductible expenses such as principal amortization or
capital expenditures. In such event, we may borrow or may cause
the Operating Partnership to arrange for short term or other
borrowing to permit the payment of required dividends or pay
dividends in the form of taxable stock dividends. If the amount
of nondeductible expenses exceeds non-cash deductions, the
Operating Partnership may refinance its indebtedness to reduce
principal payments and borrow funds for capital expenditures.
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FAILURE TO QUALIFY. If we fail to qualify for taxation as a
REIT in any taxable year, we will be subject to tax (including
any applicable corporate alternative minimum tax) on our taxable
income at regular corporate rates. Distributions to shareholders
in any year in which we fail to qualify will not be required to
be made and, if made, will not be deductible by us. Unless
entitled to relief under specific statutory provisions, we also
will be disqualified from taxation as a REIT for the four taxable
years following the year during which qualification was lost. It
is not possible to state whether in all circumstances we would be
entitled to such statutory relief. The 1997 Act contains a
number of technical provisions that reduce the risk that a REIT
will inadvertently fail to qualify as a REIT.
TAX ASPECTS OF OUR INVESTMENTS IN PARTNERSHIPS
EFFECT OF TAX STATUS OF OPERATING PARTNERSHIP AND SERVICES
PARTNERSHIP AND OTHER PARTNERSHIPS ON REIT QUALIFICATION. All of
our investments are through DSI and the Operating Partnership,
which in turn hold interests in other partnerships, including the
Services Partnership. We believe that the Operating Partnership,
and each other partnership in which it holds an interest, are
properly treated as partnerships for tax purposes (and not as an
association taxable as a corporation). If, however, the Operating
Partnership were treated as an association taxable as a
corporation, we would cease to qualify as a REIT.
TAX ALLOCATIONS WITH RESPECT TO THE PROPERTIES. The Operating
Partnership was formed by way of contributions of appreciated
property (including certain of the Properties) to the Operating
Partnership. When property is contributed to a partnership in
exchange for an interest in the partnership, the partnership
generally takes a carryover basis in that property for tax
purposes equal to the adjusted basis of the contributing partner
in the property, rather than a basis equal to the fair market
value of the property at the time of contribution (this
difference is referred to as "Book Tax Difference"). The
partnership agreement of the Operating Partnership requires
allocations of income, gain, loss and deduction with respect to a
contributed Property be made in a manner consistent with the
special rules of Section 704(c) of the Code and the associated
regulations, which will tend to eliminate the Book Tax
Differences with respect to the contributed Properties over the
life of the Operating Partnership. However, because of certain
technical limitations, the special allocation rules of Section
704(c) may not always entirely eliminate the Book Tax Differences
on an annual basis or with respect to a specific taxable
transaction such as a sale. Thus, the carryover basis of the
contributed Properties in the hands of the Operating Partnership
could cause the following effects:
- We could be allocated lower amounts of depreciation and
other deductions for tax purposes than would be allocated to
us if all Properties were to have a tax basis equal to their
fair market value at the time of contribution.
- We could possibly be allocated taxable gain in the event
of a sale of such contributed Properties in excess of the
economic or book income allocated to us as a result of such
sale.
These principles also apply in determining our earnings and
profits for purposes of determining the portion of distributions
taxable as dividend income. The application of these rules over
time may result in a higher portion of distributions being taxed
as dividends than would have occurred had we purchased our
interests in the Properties at their agreed values.
- 10 -
<PAGE>
TAXATION OF TAXABLE DOMESTIC SHAREHOLDERS
As long as we qualify as a REIT, dividend distributions made to
our taxable domestic shareholders out of current or accumulated
earnings and profits (and not designated as capital gain
dividends) will be taken into account by them as ordinary income
and will not be eligible for the dividends received deduction for
corporations. In addition, any dividend we declare in October,
November or December of any year payable to a shareholder of
record on a specified date in any such month will be treated as
both paid by us and received by the shareholder on December 31 of
such year, provided that we actually pay the dividend during
January of the following calendar year.
Distributions in excess of current and accumulated earnings and
profits will not be taxable to a holder to the extent that they
do not exceed the adjusted basis of the holder's shares, but
rather will reduce the adjusted basis of such shares. To the
extent that such distributions exceed the adjusted basis of a
holder's shares, they will be included in income as long-term
capital gain (or short-term capital gain if the shares have been
held for one year or less) assuming the shares are a capital
asset in the hands of the holder. Shareholders may not include
in their individual income tax returns any of our net operating
losses or capital losses.
In general, a domestic shareholder will realize capital gain or
loss on the disposition of common stock equal to the difference
between (i) the amount of cash and the fair market value of any
property received on such disposition and (ii) the shareholder's
adjusted basis of such common stock. Under the 1997 Act, as revised
by the recently-enacted IRS Restructuring Act, for gains realized
after December 31, 1997, and subject to certain exceptions:
- the maximum rate of tax on net capital gains of
individuals, trusts and estates from the sale or exchange of
assets held for more than 12 months has been reduced to 20%;
- the maximum rate of tax on net capital gains of
individuals, trusts and estates from the sale or exchange of
assets is reduced to 18% for assets acquired after
December 31, 2000 and held for more than five years;
- for taxpayers who would be subject to a maximum tax rate
of 15%, the rate on net capital gains is reduced to 10%;
- for taxpayers who would be subject to a maximum tax rate
of 15%, effective for taxable years commencing after
December 31, 2000, the rate is reduced to 8% for assets held
for more than five years;
- the maximum rate for net capital gains attributable to the
sale of depreciable real property held for more than 12
months is 25% to the extent of the deductions for
depreciation with respect to such property; and
- long-term capital gain we allocate to a shareholder will
be subject to the 25% rate to the extent that the gain does
not exceed depreciation on real property we sell.
The taxation of capital gains of corporations was not changed by
the 1997 Act or the IRS Restructuring Act. Loss upon a sale or
exchange of common stock by a shareholder who has held such
common stock for six months or less (after applying certain
holding period rules) will be treated as a long-term capital loss
to the extent of distributions from us required to be treated by
such shareholder as long-term capital gain..
TAXATION OF TAX-EXEMPT SHAREHOLDERS
Tax-exempt entities, including qualified employee pension and
profit sharing trusts and individual retirement accounts ("Exempt
Organizations"), generally are exempt from federal income
taxation. However, they are subject to taxation on their
unrelated business taxable income ("UBTI"). While many
investments in real estate generate
- 11 -
<PAGE>
UBTI, the IRS has issued a publishing ruling that dividend distributions from
a REIT to an exempt employee pension trust do not constitute UBTI, provided
that the shares of the REIT are not otherwise used in an
unrelated trade or business of the exempt employee pension trust.
Based on that ruling, amounts we distribute to Exempt
organizations generally should not constitute UBTI. However, if
an Exempt Organization finances its acquisitions of the common
shares with debt, a portion of its income from us will constitute
UBTI pursuant to the "debt-financed property" rules. Furthermore,
social clubs, voluntary employee benefit associations,
supplemental unemployment benefit trusts, and qualified group
legal services plans that are exempt from taxation under
paragraphs (7), (9), (17), and (20), respectively, of Code
section 501(c) are subject to different UBTI rules, which
generally will require them to characterize distributions from us
as UBTI.
In addition, in certain circumstances, a pension trust that
owns more than 10% of our shares is required to treat a
percentage of the dividends from us as UBTI (the "UBTI
Percentage"). The UBTI Percentage is our gross income derived
from an unrelated trade or business (determined as if we were a
pension trust) divided by our gross income for the year in which
the dividends are paid. The UBTI rule applies to a pension trust
holding more than 10% of our stock only if:
- the UBTI Percentage is at least 5%;
- we qualify as a REIT by reason of the modification of the
"five or fewer" stock ownership requirement that allows the
beneficiaries of the pension trust to be treated as holding
our shares in proportion to their actuarial interests in the
pension trust; and
- either:
- one pension trust owns more than 25% of the value
of our shares; or
- a group of pension trusts individually holding
more than 10% of the value of our shares collectively
owns more than 50% of the value of our shares.
BACKUP WITHHOLDING
We will report to our domestic shareholders and the IRS the
amount of dividends paid during each calendar year, and the
amount of tax withheld, if any. Under the backup withholding
rules, a shareholder may be subject to backup withholding at the
rate of 31% with respect to dividends paid unless such holder:
- is a corporation or comes within certain other exempt
categories and, when required, demonstrates this fact; or
- provides a taxpayer identification number, certifies as to
no loss of exemption from backup withholding, and otherwise
complies with applicable requirements of the backup
withholding rules.
A shareholder that does not provide us with his or her correct
taxpayer identification number may also be subject to penalties
imposed by the IRS. A shareholder can credit any amount paid as
backup withholding against the shareholder's income tax
liability. In addition, we may be required to withhold a portion
of capital gain distributions made to any shareholders who fail
to certify their non-foreign status to us.
The Treasury Department recently issued proposed regulations
regarding the withholding and information reporting rules
discussed above. In general, the proposed regulations do not
alter the substantive withholding requirements but unify current
certification procedures and forms, and clarify and modify
reliance standards. If finalized in their current form, the
proposed regulations would generally be effective for payments
made after December 31, 1997, subject to certain transition
rules.
- 12 -
<PAGE>
TAXATION OF NON-U.S. SHAREHOLDERS
The rules governing U.S. Federal income taxation of nonresident
alien individuals, foreign corporations, foreign partnerships,
and other foreign shareholders (collectively, "Non-U.S.
Shareholders") are complex, and we will not attempt to provide
more than a limited summary of those rules. Prospective Non-U.S.
Shareholders should consult with their own tax advisors to
determine the impact of U.S. Federal, state and local income tax
laws on an investment in common stock, including any reporting
requirements.
Distributions that are not attributable to gain from our sales
or exchanges of U.S. real property interests and not designated
by us as capital gain dividends will be treated as dividends of
ordinary income to the extent that they are made out of our
current or accumulated earnings and profits. Such distributions,
ordinarily, will be subject to a withholding tax equal to 30% of
the gross amount of the distribution unless an applicable tax
treaty reduces that tax. Distributions in excess of our current
and accumulated earnings and profits will not be taxable to a
Non-U.S. Shareholder to the extent that they do not exceed the
adjusted basis of the shareholder's common stock, but rather will
reduce the adjusted basis of that common stock. To the extent
that such distributions exceed the adjusted tax basis of a
Non-U.S. Shareholder's common stock, the Non-U.S. Shareholder
will have tax liability if the Non-U.S. Shareholder would
otherwise be subject to tax on any gain from the sale or
disposition of his or her common stock as described below (in
which case the shareholder may also be required to pay a 30%
branch profits tax if the shareholder is a foreign corporation).
As a result of a legislative change made by the Small Business
Job Protection Act of 1996, we are required to withhold 10% of
any distribution in excess of our current accumulated earnings
and profits. Consequently, although we intend to withhold at a
rate of 30% on the entire amount of any distribution, to the
extent that we do not do so any portion of a distribution not
subject to withholding at a rate of 30% will be subject to
withholding at a rate of 10%. However, the Non-U.S. Shareholder
may seek a refund of such amounts from the IRS if it is
subsequently determined that such distribution was, in fact, in
excess of our current or accumulated earnings and profits, and
the amount withheld exceeds the Non-U.S. Shareholder's United
States tax liability, if any, with respect to the distribution.
For any year in which we qualify as a REIT, distributions that
are attributable to gain from our sales or exchanges of U.S. real
property interests will be taxed to a Non-U.S. Shareholder under
the provisions of the Foreign Investment in Real Property Tax Act
of 1980 ("FIRPTA") at the normal capital gain rates applicable to
domestic shareholders (subject to applicable alternative minimum
tax and a special alternative minimum tax in the case of
nonresident alien individuals). Also, distributions subject to
FIRPTA may be subject to a 30% branch profits tax in the hands of
a corporate Non-U.S. Shareholder not entitled to treaty relief
or exemption. We are required to withhold 35% of any distribution
that we designate or could designate as a capital gain dividend.
The amount withheld is creditable against the Non-U.S.
Shareholder's FIRPTA tax liability.
Gain recognized by a Non-U.S. Shareholder upon a sale of common
stock generally will not be taxed under FIRPTA if we are a
"domestically controlled REIT," defined generally as a REIT in
which at all times during a specified testing period less than
50% in value of the stock was held directly or indirectly by
foreign persons. We believe that we are a "domestically
controlled REIT," and, therefore, that the sale of common stock
will not be subject to taxation under FIRPTA. If the gain on the
sale of common stock were to be subject to tax under FIRPTA, the
Non-U.S. Shareholder would be subject to the same treatment as
domestic shareholders with respect to such gain (subject to
applicable alternative minimum tax and a special alternative
minimum tax in the case of nonresident alien individuals), and
the purchaser of the common stock would be required to withhold
and pay to the IRS 10% of the purchase price.
STATE AND LOCAL TAXES
We or our shareholders or both may be subject to state, local
or other taxation in various state, local or other jurisdictions,
including those in which we or they transact business or reside.
The tax treatment in such jurisdictions
- 13 -
<PAGE>
may differ from the Federal income tax consequences discussed above.
Consequently, you should consult your own tax advisor regarding the effect of
state and local tax laws on an investment in our shares.
- 14 -
<PAGE>
SELLING SHAREHOLDERS
As described previously, the Selling Shareholders are persons
who have received or will receive shares of common stock
("Exchange Shares") in exchange for units, together with donees
and pledgees and persons to whom units will be given by other
owners of units pursuant to a planned giving program. The
following table provides the names of the Selling Shareholders
and the maximum number of Exchange Shares each Selling
Shareholder will offer with this prospectus. The Selling
Shareholders may sell all, some or none of their Exchange Shares,
so no estimate can be made of the total number of Exchange Shares
that are to be offered by this prospectus, or the total number of
shares of common stock that will be owned by each Selling
Shareholder upon completion of the offering to which this
prospectus relates.
</TABLE>
<TABLE>
<CAPTION>
MAXIMUM NUMBER
OF EXCHANGE
NAME(1) SHARES OFFERED
- --------------------------------------------------------------- ---------------
<S> <C>
Lindbergh-Warson Properties, Inc. 1,081,596
Birch M. Mullins, Trustee of the Birch M. Mullins Living Trust 386,025
Edward T. Baur, Trustee of the Edward T. Baur Irrevocable Trust 307,998
Michelle F. Baur Revocable Trust 120,000
James D. Eckhoff 65,137
Andrew N. Baur 21,062
Donald C. Land 1,850
Maria Snyder 1,700
Chris Anderson 1,400
Rob Scheolch 1,250
Dianne M. Jensen 1,136
Mike McConnell 1,100
Christy Erban 1,100
Angie Hilderbrand 1,100
Janice Redburn 1,000
Mary Unnerstall 1,000
Linda Dudkoski 750
Daniel L. Blaschko 682
Michael J. Claffey 682
Jon L. Finn 682
Laura A. Rafi 682
Dave Guetterman 525
Darlene Y. Personius 341
Mark W. Youngquist 341
Ron Daugherty 250
Kara Villhard 250
Philip J. Kluesner 227
Chris Mueller 200
Chris Ohnimus 150
Charles E. Olson 114
Christine Marcinkiewicz 100
---------
TOTAL 2,000,430
=========
- ---------------
(1) Selling Shareholders that are entities may distribute
Exchange Shares to their equity owners prior to sale under
this prospectus. The Selling Shareholders may also include
persons who are donees or pledgees of the listed Selling
Shareholders. Any such persons will be identified by a
supplement to this prospectus.
- 15 -
<PAGE>
PLAN OF DISTRIBUTION
This prospectus relates to the offer and sale from time to time
of Exchange Shares by persons who have received or will receive
Exchange Shares without registration. We have registered the
Exchange Shares for sale to provide the Selling Shareholders with
freely tradeable securities, but registration of such shares does
not necessarily mean that all or any of such shares will be
offered or sold by the Selling Shareholders. We have not and will
not receive any proceeds from the offering by the Selling
Shareholders or from the issuance of the Exchange Shares to
holders of units (but we will acquire from such holders the units
tendered for exchange).
Subject to the terms and conditions contained in the
partnership agreement of the Operating Partnership (the
"Partnership Agreement"), we have agreed, as general partner of
the Operating Partnership, to exchange all or a portion of the
units held by limited partners in the Operating Partnership for
shares of common stock at a ratio determined in accordance with
the Partnership Agreement. Following any such exchange, we will
become the owner of the units so exchanged.
The common stock is listed on the New York Stock Exchange.
As used in this prospectus, "Selling Shareholders" includes
donees and pledgees selling shares received from a named Selling
Shareholder after the date of this prospectus. We will pay all
costs, expenses and fees in connection with the registration of
the shares offered by this prospectus. We expect these expenses
to be approximately $28,000. These expenses are estimated to
include registration fees of $13,100, printing and reproduction
costs of $1,000, legal fees of $5,000, New York Stock Exchange
listing fees of $7,500 and miscellaneous expenses of $1,400. The
Selling Shareholders will pay brokerage commissions and similar
selling expenses, if any, for the sale of these shares.
Selling Shareholders may sell shares from time to time in one
or more types of transactions (which may include block
transactions) on the New York Stock Exchange, in the
over-the-counter market, in negotiated transactions, through put
or call options transactions relating to the Shares, through
short sales of Shares, or a combination of such methods of sale,
at market prices prevailing at the time of sale, or at negotiated
prices. Such transactions may or may not involve brokers or
dealers. The Selling Shareholders have advised us that they have
not entered into any agreements, understandings or arrangements
with any underwriters or broker-dealers regarding the sale of
their shares, nor is there an underwriter or coordinating broker
acting in connection with any proposed sale of shares by the
Selling Shareholders.
The Selling Shareholders may sell shares directly to purchasers
or to or through broker-dealers, which may act as agents or
principals. Such broker-dealers may receive compensation in the
form of discounts, concessions, or commissions from the Selling
Shareholders and/or the purchasers of shares for whom such broker-
dealers may act as agents or to whom they sell as principal, or
both (which compensation as to a particular broker-dealer might
be in excess of customary commissions).
The Selling Shareholders and any broker-dealers that act in
connection with the sale of common stock might be deemed to be
"underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commissions received by such
broker-dealers and any profit on the resale of the shares of
common stock sold by them while acting as principals might be
deemed to be underwriting discounts or commissions under the
Securities Act of 1933, as amended (the "Securities Act").
Because Selling Shareholders may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, the
Selling Shareholders will be subject to the prospectus delivery
requirements of the Securities Act, which may include delivery
through the facilities of the New York Stock Exchange pursuant to
Rule 153 under the Securities Act.
- 16 -
<PAGE>
We have informed the Selling Shareholders that the anti-
manipulative provisions of Regulation M promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
may apply to their sales in the market. Regulation M prohibits,
with certain exceptions, any selling broker-dealer or agent and
any "affiliated purchasers" from bidding for or purchasing any
security which is the subject of a distribution until his
participation in that distribution is completed. In addition,
Regulation M under the Exchange Act prohibits certain "stabilizing
bids" or "stabilizing purchases" for the purpose of pegging, fixing
or stabilizing the price of common stock in connection with an offering.
Selling Shareholders also may resell all or a portion of their
shares in open market transactions in reliance upon Rule 144
under the Securities Act, provided they meet the criteria and
conform to the requirements of that rule.
If we are notified by a Selling Shareholder that any material
arrangement has been entered into with a broker-dealer for the
sale of shares of common stock under this prospectus through a
block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, we will file a
supplement to this prospectus, if required, pursuant to Rule
424(b) under the Securities Act, disclosing the following:
- the name of each such Selling Shareholder and of the
participating broker-dealer(s);
- the number of shares of common stock involved;
- the price at which such shares of common stock were sold;
- the commissions paid or discounts or concessions allowed
to such broker-dealers, where applicable;
- that such broker-dealer(s) did not conduct any
investigation to verify the information set out or
incorporated by reference in this prospectus; and
- other facts material to the transaction.
In addition, if we are notified by a Selling Shareholder that a
donee or pledgee intends to sell more than 500 shares of common
stock, a supplement to this prospectus will be filed.
We have agreed to indemnify each Selling Shareholder against
certain liabilities, including liabilities arising under the
Securities Act. The Selling Shareholders may agree to indemnify
any agent, dealer or broker-dealer that participates in
transactions involving sales of the Shares against certain
liabilities, including liabilities arising under the Securities
Act.
LEGAL OPINIONS
The legality of the securities offered by this prospectus is
being passed upon for us by Bose McKinney & Evans, Indianapolis,
Indiana. The description of Federal income tax matters contained
in this prospectus entitled "Federal Income Tax Considerations"
is also based on the opinion of Bose McKinney & Evans. Darell E.
Zink, Jr., one of our officers and directors, was a partner in
Bose McKinney & Evans through 1982, and was of counsel to that
firm until December, 1990.
- 17 -
<PAGE>
EXPERTS
The Consolidated Financial Statements and related Schedule of
the Company as of December 31, 1997 and 1996, and for each of the
years in the three-year period ended December 31, 1997,
incorporated herein by reference, have been incorporated herein
in reliance on the report of KPMG Peat Marwick LLP, independent
certified public accountants, also incorporated by reference
herein, and upon the authority of said firm as experts in
accounting and auditing.
With respect to the unaudited interim financial information for
the periods ended March 31, 1998 and 1997, and June 30, 1998 and
1997, incorporated by reference herein, the independent certified
public accountants have reported that they applied limited
procedures in accordance with their professional standards for a
review of such information. However, their separate report
included in the Company's quarterly reports on Form 10-Q of the
quarters ended March 31, 1998 and June 30, 1998, and incorporated
by reference herein, states that they did not audit and they do
not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their reports on such information
should be restricted in light of the limited nature of the review
procedures applied. The accountants are not subject to the liability
provisions of section 11 of the Securities Act of 1933 for their report
on the unaudited interim financial information because that report is
not a "report" or a "part" of the registration statement prepared
or certified by the accountants within the meaning of sections 7
and 11 of such Act.
- 18 -
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Registration Fee $13,100
Printing and Reproduction 1,000
NYSE Listing Fee 7,500
Professional Fees and Expenses 5,000
Miscellaneous 1,400
------
Total $28,000
======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is an Indiana corporation. The Company's officers
and directors are and will be indemnified under Indiana law, the
Articles of Incorporation of the Company, and the partnership
agreements of the Operating Partnership and Duke Realty Services
Limited Partnership against certain liabilities. Chapter 37 of
The Indiana Business Corporation Law (the "IBCL") requires a
corporation, unless its articles of incorporation provide
otherwise, to indemnify a director or an officer of the
corporation who is wholly successful, on the merits or otherwise,
in the defense of any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal, against reasonable
expenses, including counsel fees, incurred in connection with the
proceeding. The Company's Articles of Incorporation do not
contain any provision prohibiting such indemnification.
The IBCL also permits a corporation to indemnify a director,
officer, employee or agent who is made a party to a proceeding
because the person was a director, officer, employee or agent of
the corporation against liability incurred in the proceeding if
(i) the individual's conduct was in good faith and (ii) the
individual reasonably believed (A) in the case of conduct in the
individual's official capacity with the corporation that the
conduct was in the corporation's best interests and (B) in all
other cases that the individual's conduct was at least not
opposed to the corporation's best interests and (iii) in the case
of a criminal proceeding, the individual either (A) had
reasonable cause to believe the individual's conduct was lawful
or (B) had no reasonable cause to believe the individual's
conduct was unlawful. The IBCL also permits a corporation to pay
for or reimburse reasonable expenses incurred before the final
disposition of the proceeding and permits a court of competent
jurisdiction to order a corporation to indemnify a director or
officer if the court determines that the person is fairly and
reasonably entitled to indemnification in view of all the
relevant circumstances, whether or not the person met the
standards for indemnification otherwise provided in the IBCL.
II-1
<PAGE>
The Company's Articles of Incorporation provide for certain
additional limitations of liability and indemnification.
Section 13.01 of the Articles of Incorporation provides that a
director shall not be personally liable to the Company or its
shareholders for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its shareholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for
voting for or assenting to an unlawful distribution, or (iv) for
any transaction from which the director derived an improper
personal benefit. Section 13.02 of the Articles of Incorporation
generally provides that any director or officer of the Company or
any person who is serving at the request of the Company as a
director, officer, employee or agent of another entity shall be
indemnified and held harmless by the Company to the fullest
extent authorized by the IBCL against all expense, liability and
loss (including attorneys' fees, judgments, fines, certain
employee benefits excise taxes or penalties and amounts paid or
to be paid in settlement) reasonably incurred or suffered in
connection with a civil, criminal, administrative or
investigative action, suit or proceeding to which such person is
a party by reason of the person's service with or at the request
of the Company. Section 13.02 of the Articles of Incorporation
also provides such persons with certain rights to be paid by the
Company, the expenses incurred in defending any such proceeding
in advance of the final disposition and the right to enforce
indemnification claims against the Company by bringing suit
against the Company.
The Company's Articles of Incorporation authorize the Company
to maintain insurance to protect itself and any director,
officer, employee or agent of the Company or another corporation,
partnership, joint venture, trust or other enterprise against
expense, liability or loss, whether or not the Company would have
the power to indemnify such person against such expense,
liability or loss under the IBCL.
Each of the partnership agreements for the Operating
Partnership and Duke Realty Services Limited Partnership also
provides for indemnification of the Company and its officers and
directors to substantially the same extent provided to officers
and directors of the Company in its Articles of Incorporation,
and limits the liability of the Company and its officers and
directors to the Operating Partnership and its partners and to
Duke Realty Services Limited Partnership and its partners,
respectively, to substantially the same extent limited under the
Company's Articles of Incorporation.
II-2
<PAGE>
ITEM 16. EXHIBITS.
The following exhibits are filed with this Registration
Statement:
3.1 Amended and Restated Articles of Incorporation of Duke Realty
Investments, Inc., incorporated by reference from Exhibit 3.1 to the
Registration Statement on Form S-3 of Duke Realty Investments, Inc.,
as amended, File No. 33-61361 (the "Prior 1995 Registration
Statement"), and amendments thereto incorporated by reference from
the annual report on Form 10-K of Duke Realty Investments, Inc. for
the year ended December 31, 1997 (the "1997 10-K") from Exhibit 3.2
to the Registration Statement on Form S-3 of Duke Realty Investments,
Inc., as amended, File no. 333-57755, and from an exhibit to the
quarterly report on Form 10-Q of Duke Realty Investments, Inc. for
the quarter ended June 30, 1998.
3.2 Amended and Restated Bylaws of Duke Realty Investments, Inc.,
incorporated by reference from Exhibit 3.2 to the Prior 1995
Registration Statement, and amendments thereto incorporated by
reference to exhibits to the 1997 10-K and to the current report on
Form 8-K of Duke Realty Investments, Inc. filed July 31, 1998.
5 Opinion and consent of Bose McKinney & Evans regarding legality of
the securities being registered.
8 Opinion and consent of Bose McKinney & Evans regarding tax matters.
15 Letter regarding unaudited interim financial information.
23 Consent of KPMG Peat Marwick LLP.
24 Powers of Attorney.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes that insofar as
indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in
Item 15 above, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
The undersigned Registrant hereby further undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant further undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Indianapolis, State of Indiana, on
November 3, 1998.
DUKE REALTY INVESTMENTS, INC.
By: /s/ Dennis D. Oklak
----------------------
Executive Vice President,
Chief Administrative Officer
and Treasurer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed as of November 3,
1998 by the following persons in the capacities indicated.
SIGNATURE TITLE
Thomas L. Hefner* Director and President and Chief Executive
- ----------------------- Officer
Thomas L. Hefner (Principal Executive Officer)
Darell E. Zink, Jr.* Director and Executive Vice President,
- ------------------------ Chief Financial Officer and Assistant
Darell E. Zink, Jr. Secretary (Principal Accounting Officer)
Edward T. Baur* Director
- ------------------------
Edward T. Baur
Geoffrey Button* Director
- ------------------------
Geoffrey Button
Ngaire E. Cuneo* Director
- ------------------------
Ngaire E. Cuneo
II-5
<PAGE>
Howard L. Feinsand* Director
- ------------------------
Howard L. Feinsand
L. Ben Lytle* Director
- ------------------------
L. Ben Lytle
John D. Peterson* Director
- ------------------------
John D. Peterson
James E. Rogers* Director
- ------------------------
James E. Rogers
Daniel C. Staton* Director
- ------------------------
Daniel C. Staton
Jay J. Strauss* Director
- ------------------------
Jay J. Strauss
John W. Wynne* Director
- -----------------------
John W. Wynne
* By: /s/ Dennis D. Oklak
--------------------
Dennis D. Oklak
Attorney-in-Fact
II-6
Exhibit 5
BOSE McKINNEY & EVANS
2700 First Indiana Plaza
135 North Pennsylvania Street
Indianapolis, Indiana 46240
(317) 684-5000
November 3, 1998
Duke Realty Investments, Inc.
8888 Keystone Crossing, Suite 1200
Indianapolis, Indiana 46240
Dear Sirs:
We are acting as counsel to Duke Realty Investments,
Inc., an Indiana corporation (the "Company"), in
connection with the shelf registration by the Company of
2,000,430 shares of the Company's Common Stock, par value
$.01 per share (the "Common Stock"), to be sold by
certain shareholders in connection with the exchange for
Common Stock of units of partnership interest of Duke
Realty Limited Partnership. The Common Stock is the
subject of a Registration Statement, as amended (the
"Registration Statement") filed by the Company on
Form S-3 under the Securities Act of 1933, as amended.
We have examined photostatic copies of the Company's
Amended and Restated Articles of Incorporation and
Amended and Restated Bylaws and such other documents and
instruments as we have deemed necessary to enable us to
render the opinion set forth below. We have assumed the
conformity to the originals of all documents submitted to
us as photostatic copies, the authenticity of the
originals of such documents, and the genuineness of all
signatures appearing thereon.
Based upon and subject to the foregoing, it is our
opinion that the Common Stock has been duly authorized by
all necessary corporate action of the Company and when
(a) the applicable provisions of the Securities Act of
<PAGE>
Duke Realty Investments, Inc.
November 3, 1998
Page 2
1933 and such state "blue sky" or securities laws as may
be applicable have been complied with and (b) any shares
of Common Stock to be issued by the Company have been
issued and delivered as described in the Registration
Statement, such shares of Common Stock will be legally
issued, fully paid, and nonassessable.
We do not hold ourselves out as being conversant with the
laws of any jurisdiction other than those of the United
States and the State of Indiana and, therefore, this
opinion is limited to the laws of those jurisdictions.
We consent to the filing of this opinion as an exhibit to
the Registration Statement on Form S-3 filed under the
Securities Act of 1933 relating to the Common Stock.
Very truly yours,
BOSE McKINNEY & EVANS
EXHIBIT 8
BOSE McKINNEY & EVANS
135 North Pennsylvania Street
Suite 2700
Indianapolis, Indiana 46204
November 3, 1998
Duke Realty Investments, Inc.
8888 Keystone Crossing, Suite 1200
Indianapolis, Indiana 46240
Gentlemen:
We have acted as counsel to Duke Realty Investments, Inc.
(the "Company") with respect to the preparation of a Registration
Statement on Form S-3 (the "Registration Statement") for the sale
of 2,000,430 shares of the Company's Common Stock, par value
$.01 per share (the "Common Stock") by certain shareholders in
connection with the exchange for Common Stock of units of
partnership interest of Duke Realty Limited Partnership (the
"Operating Partnership"). In connection therewith, you have
requested our opinion with respect to the Company's continued
qualification as a real estate investment trust ("REIT") under
the Internal Revenue Code of 1986, as amended (the "Code"). You
have also requested our opinion regarding certain United States
Federal income tax consequences to the Company and its
shareholders of the qualification of the Company as a REIT under
the Code. All capitalized terms used herein have their
respective meanings as set forth in the Registration Statement
unless otherwise stated. The Company is an Indiana corporation
which has qualified as a REIT within the meaning of Section
856(a) of the Code, for each of its taxable years from and
including the first taxable year for which it made an election to
be taxed as a REIT, and intends to continue to so qualify.
In rendering the opinions stated below, we have examined and
relied, with your consent, upon the following:
(i) The Registration Statement;
<PAGE>
Duke Realty Investments, Inc.
November 3, 1998
Page 2
(ii) The First Amended and Restated Agreement of Limited
Partnership of the Operating Partnership and subsequent
amendments thereto;
(iii) The First Amended and Restated Agreement of Limited
Partnership of the Services Partnership;
(iv) Such other documents, records and instruments as we
have deemed necessary in order to enable us to render the opinion
referred to in this letter.
In our examination of the foregoing documents, we have
assumed, with your consent, that (i) all documents reviewed by us
are original documents, or true and accurate copies of original
documents, and have not been subsequently amended, (ii) the
signatures on each original document are genuine, (iii) each
party who executed the document had proper authority and
capacity, (iv) all representations and statements set forth in
such documents are true and correct, (v) all obligations imposed
by any such documents on the parties thereto have been or will be
performed or satisfied in accordance with their terms and (vi)
the Company, the Operating Partnership and the Services
Partnership at all times will be organized and operated in
accordance with the terms of such documents. We have further
assumed the accuracy of the statements and descriptions of the
Company's, the Operating Partnership's and the Services
Partnership's intended activities as described in the
Registration Statement and the reports incorporated therein by
reference.
For purposes of rendering the opinions stated below, we have
also assumed, with your consent, the accuracy of the
representations contained in the Certificate of Representations
dated November 3, 1998 provided to us by the Company, the
Operating Partnership and the Services Partnership. These
representations generally relate to the classification and
operation of the Company as a REIT and the organization and
operation of the Operating Partnership and the Services
Partnership. Our opinions are further based upon the Company's
<PAGE>
Duke Realty Investments, Inc.
November 3, 1998
Page 3
receipt of a letter ruling from the Internal Revenue Service
("IRS") dated September 30, 1994 which concluded that the
Company's and the Operating Partnership's distributive shares of
the gross income of the Services Partnership will be in
proportion to their respective percentage shares of the capital
interests of the partners of the Services Partnership.
We have also reviewed the Registration Statement as to its
sections concerning certain United States Federal income tax
consequences to the Company and its shareholders of the
qualification of the Company as a REIT under the Code. Based upon
and subject to the foregoing, we are of the opinion that:
1. Assuming the Company was organized in conformity with
and has satisfied the requirements for qualification
and taxation as a REIT under the Code for each of its
taxable years from and including the first taxable year
for which the Company made the election to be taxed as
a REIT, the proposed methods of operation of the
Company, the Operating Partnership and the Services
Partnership as described in the Registration Statement
and as represented by the Company, the Operating
Partnership and the Services Partnership will permit
the Company to continue to qualify to be taxed as a
REIT for its current and subsequent taxable years; and
2. The tax consequences to the Company and its
shareholders of qualification of the Company as a REIT
under the Code will be consistent with the discussion
contained in the section entitled "Federal
Income Tax Considerations" in the Registration
Statement.
The opinions set forth in this letter represent our
conclusions as to the application of federal income tax laws
<PAGE>
Duke Realty Investments, Inc.
November 3, 1998
Page 4
existing as of the date of this letter to the transactions
described herein. We can give no assurance that legislative
enactments, administrative changes or court decisions may not be
forthcoming that would modify or supersede our opinions.
Moreover, there can be no assurance that positions contrary to
our opinions will not be taken by the IRS, or that a court
considering the issues would not hold contrary to such opinions.
Further, the opinions set forth above represent our conclusion
based upon the documents, facts and representations referred to
above. Any material amendments to such documents, changes in any
significant facts or inaccuracy of such representations could
affect the opinions referred to herein. Although we have made
such inquiries and performed such investigations as we have
deemed necessary to fulfill our professional responsibilities as
counsel, we have not undertaken an independent investigation of
the facts referred to in this letter.
We express no opinion as to any federal income tax issue or
other matter except those set forth or confirmed above. We
consent to the filing of this opinion as an exhibit to the
Registration Statement
Very truly yours,
BOSE McKINNEY & EVANS
Exhibit 15
The Board of Directors
DUKE REALTY INVESTMENTS, INC.
With respect to the accompanying registration statement, we
acknowledge our awareness of the use therein of our reports dated
May 5, 1998 and August 5, 1998 related to our reviews of interim
financial information.
Pursuant to the Rule 436(c) under the Securities Act of 1933,
such reports are not considered a part of a registration
statement prepared or certified by an accountant, or reports
prepared or certified by an accountant within the meaning of
sections 7 and 11 of the Act.
KPMB Peat Marwick LLP
Indianapolis, Indiana
November 3, 1998
Exhibit 23
The Board of Directors
DUKE REALTY INVESTMENTS, INC.
We consent to the use of our audit report dated January 28, 1998
on the consolidated financial statements of Duke Realty
Investments, Inc. and subsidiaries and the related financial
statement schedule as of December 31, 1997 and 1996 and for each
of the years in the three-year period ended December 31, 1997,
which report appears in the annual report on Form 10-K of Duke
Realty Investments, Inc., incorporated herein by reference, and
to the reference to our firm under the heading "Experts" in the
registration statement.
KPMG Peat Marwick LLP
Indianapolis, Indiana
November 3, 1998
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr. and Dennis D. Oklak, and each of
them, his attorneys-in-fact and agents, with full power of
substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-3 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of Common Stock of Duke Realty Investments, Inc.
(the "Company") for sale by certain shareholders, and any or all
pre-effective amendments or post-effective amendments to the
Registration Statement (which amendments may make such changes in
and additions to the Registration Statement as such attorneys-in-
fact may deem necessary or appropriate), and any registration
statement for the offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto each of such attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary in connection with
such matters and hereby ratifying and confirming all that each of
such attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereof.
Dated: October 22, 1998 /s/ Edward T. Baur
-----------------------
Edward T. Baur
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr. and Dennis D. Oklak, and each of
them, his attorneys-in-fact and agents, with full power of
substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-3 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of Common Stock of Duke Realty Investments, Inc.
(the "Company") for sale by certain shareholders, and any or all
pre-effective amendments or post-effective amendments to the
Registration Statement (which amendments may make such changes in
and additions to the Registration Statement as such attorneys-in-
fact may deem necessary or appropriate), and any registration
statement for the offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto each of such attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary in connection with
such matters and hereby ratifying and confirming all that each of
such attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereof.
Dated: October 22, 1998 /s/ Geoffrey Button
-----------------------
Geoffrey Button
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr. and Dennis D. Oklak, and each of
them, his attorneys-in-fact and agents, with full power of
substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-3 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of Common Stock of Duke Realty Investments, Inc.
(the "Company") for sale by certain shareholders, and any or all
pre-effective amendments or post-effective amendments to the
Registration Statement (which amendments may make such changes in
and additions to the Registration Statement as such attorneys-in-
fact may deem necessary or appropriate), and any registration
statement for the offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto each of such attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary in connection with
such matters and hereby ratifying and confirming all that each of
such attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereof.
Dated: October 22, 1998 /s/ Ngaire E. Cuneo
-----------------------
Ngaire E. Cuneo
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr. and Dennis D. Oklak, and each of
them, his attorneys-in-fact and agents, with full power of
substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-3 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of Common Stock of Duke Realty Investments, Inc.
(the "Company") for sale by certain shareholders, and any or all
pre-effective amendments or post-effective amendments to the
Registration Statement (which amendments may make such changes in
and additions to the Registration Statement as such attorneys-in-
fact may deem necessary or appropriate), and any registration
statement for the offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto each of such attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary in connection with
such matters and hereby ratifying and confirming all that each of
such attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereof.
Dated: October 22, 1998 /s/ Howard L. Feinsand
-----------------------
Howard L. Feinsand
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr. and Dennis D. Oklak, and each of
them, his attorneys-in-fact and agents, with full power of
substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-3 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of Common Stock of Duke Realty Investments, Inc.
(the "Company") for sale by certain shareholders, and any or all
pre-effective amendments or post-effective amendments to the
Registration Statement (which amendments may make such changes in
and additions to the Registration Statement as such attorneys-in-
fact may deem necessary or appropriate), and any registration
statement for the offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto each of such attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary in connection with
such matters and hereby ratifying and confirming all that each of
such attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereof.
Dated: October 22, 1998 /s/ L. Ben Lytle
-----------------------
L. Ben Lytle
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr. and Dennis D. Oklak, and each of
them, his attorneys-in-fact and agents, with full power of
substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-3 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of Common Stock of Duke Realty Investments, Inc.
(the "Company") for sale by certain shareholders, and any or all
pre-effective amendments or post-effective amendments to the
Registration Statement (which amendments may make such changes in
and additions to the Registration Statement as such attorneys-in-
fact may deem necessary or appropriate), and any registration
statement for the offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto each of such attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary in connection with
such matters and hereby ratifying and confirming all that each of
such attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereof.
Dated: October 22, 1998 /s/ John D. Peterson
-----------------------
John D. Peterson
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr. and Dennis D. Oklak, and each of
them, his attorneys-in-fact and agents, with full power of
substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-3 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of Common Stock of Duke Realty Investments, Inc.
(the "Company") for sale by certain shareholders, and any or all
pre-effective amendments or post-effective amendments to the
Registration Statement (which amendments may make such changes in
and additions to the Registration Statement as such attorneys-in-
fact may deem necessary or appropriate), and any registration
statement for the offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto each of such attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary in connection with
such matters and hereby ratifying and confirming all that each of
such attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereof.
Dated: October 22, 1998 /s/ James E. Rogers
-----------------------
James E. Rogers
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr. and Dennis D. Oklak, and each of
them, his attorneys-in-fact and agents, with full power of
substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-3 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of Common Stock of Duke Realty Investments, Inc.
(the "Company") for sale by certain shareholders, and any or all
pre-effective amendments or post-effective amendments to the
Registration Statement (which amendments may make such changes in
and additions to the Registration Statement as such attorneys-in-
fact may deem necessary or appropriate), and any registration
statement for the offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto each of such attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary in connection with
such matters and hereby ratifying and confirming all that each of
such attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereof.
Dated: October 22, 1998 /s/ Daniel C. Staton
-----------------------
Daniel C. Staton
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr. and Dennis D. Oklak, and each of
them, his attorneys-in-fact and agents, with full power of
substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-3 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of Common Stock of Duke Realty Investments, Inc.
(the "Company") for sale by certain shareholders, and any or all
pre-effective amendments or post-effective amendments to the
Registration Statement (which amendments may make such changes in
and additions to the Registration Statement as such attorneys-in-
fact may deem necessary or appropriate), and any registration
statement for the offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto each of such attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary in connection with
such matters and hereby ratifying and confirming all that each of
such attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereof.
Dated: October 22, 1998 /s/ Jay J. Strauss
-----------------------
Jay J. Strauss
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr. and Dennis D. Oklak, and each of
them, his attorneys-in-fact and agents, with full power of
substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-3 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of Common Stock of Duke Realty Investments, Inc.
(the "Company") for sale by certain shareholders, and any or all
pre-effective amendments or post-effective amendments to the
Registration Statement (which amendments may make such changes in
and additions to the Registration Statement as such attorneys-in-
fact may deem necessary or appropriate), and any registration
statement for the offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto each of such attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary in connection with
such matters and hereby ratifying and confirming all that each of
such attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereof.
Dated: October 22, 1998 /s/ John W. Wynne
-----------------------
John W. Wynne
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Darell E.
Zink, Jr. and Dennis D. Oklak, and each of them, his attorneys-in-
fact and agents, with full power of substitution and
resubstitution for him in any and all capacities, to sign a
Registration Statement on Form S-3 under the Securities Act of
1933 (the "Registration Statement") for the registration of
Common Stock of Duke Realty Investments, Inc. (the "Company") for
sale by certain shareholders, and any or all pre-effective
amendments or post-effective amendments to the Registration
Statement (which amendments may make such changes in and
additions to the Registration Statement as such attorneys-in-fact
may deem necessary or appropriate), and any registration
statement for the offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto each of such attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary in connection with
such matters and hereby ratifying and confirming all that each of
such attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereof.
Dated: October 22, 1998 /s/ Thomas L. Hefner
-----------------------
Thomas L. Hefner
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner and Dennis D. Oklak, and each of them, his attorneys-in-
fact and agents, with full power of substitution and
resubstitution for him in any and all capacities, to sign a
Registration Statement on Form S-3 under the Securities Act of
1933 (the "Registration Statement") for the registration of
Common Stock of Duke Realty Investments, Inc. (the "Company") for
sale by certain shareholders, and any or all pre-effective
amendments or post-effective amendments to the Registration
Statement (which amendments may make such changes in and
additions to the Registration Statement as such attorneys-in-fact
may deem necessary or appropriate), and any registration
statement for the offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto each of such attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary in connection with
such matters and hereby ratifying and confirming all that each of
such attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereof.
Dated: October 22, 1998 /s/ Darell E. Zink, Jr.
-----------------------
Darell E. Zink, Jr.
